DESCRIPTION OF THE OFFERED SECURITIES

The selling stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market, has experienced extremeor trading facility on which the shares are traded or in private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, and volume fluctuations in recent years that have significantly affectedat varying prices determined at the quoted pricestime of sale, or at negotiated prices. This prospectus provides you with a general description of the securitiescommon stock the selling stockholders may offer.

As of many companies,November 11, 2021, our authorized share capital consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 23,982,503 are outstanding. Our authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including companies in the staffing industry.future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The changes often appear to occur without regard to specific operating performance. The priceexistence of ourauthorized but unissued shares of common stock could fluctuate based upon factors that have littlerender more difficult or nothingdiscourage an attempt to do withobtain control of us and these fluctuations could materially reduce our stock price.

Sales bya proxy contest, tender offer, merger or otherwise. Unless approval of our stockholders is so required, our board of a substantial number of shares of our common stock indirectors does not intend to seek stockholder approval for the public market could adversely affect the market priceissuance and sale of our common stock.

A substantial portionThe description below is intended as a summary, and is qualified in its entirety by reference to our amended and restated certificate of incorporation, or our totalCertificate of Incorporation, and amended and restated bylaws, or our Bylaws.

We implemented a 1-for-15 reverse stock split of our outstanding shares of common stock may be sold intothat was effective for Nasdaq Capital Market purposes at the market at any time. Mostopen of these shares are held by three stockholders, one of which is also an executive officer ofbusiness on November 19, 2019. All share and related option and warrant information presented in this prospectus supplement have been retroactively adjusted to reflect the Company. Although we believe that such executive officer has no current intention to sell a significantreduced number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance thatand the other two large stockholders ofincrease in the Company have no current intention to sell a significant number of shares of our stock. If any of the three stockholdersshare price which hold most of our shares were to decide to sell large amounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market priceresulted from this action.

Common Stock

Holders of our common stock are entitled to drop significantly, even if our business is doing well.

Further, the market priceone vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of our common stock could declineare entitled to receive ratably such dividends, if any, as a resultmay be declared by our board of directors out of legally available funds. However, the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

Our securities are traded on more than one market which may result in price variations.

Our securities have been trading on the NASDAQ Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on such exchanges occurs in different currencies (U.S. dollars on NASDAQ and NIS on the TASE), and at different times (due to different time zones, trading days and public holidays in the United States and Israel). The trading pricescurrent policy of our securities on the two exchanges may differ dueboard of directors is to the foregoing and other factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on NASDAQ and vice versa.

We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stock may be less attractive to investors.

We are a smaller reporting company, (i.e. a company with “public float” held by non-affiliates with a market value of less than $75 million) and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

We do not expect to pay any cash dividends in the foreseeable future.

We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest infor the developmentoperation and growthexpansion of our business and, therefore, do not intend to pay dividends on our common stock forcompany. Upon liquidation, dissolution or winding-up, the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, and such other factors as our Board deems relevant. Accordingly, you may need to sell your sharesholders of our common stock are entitled to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.

We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would resultshare ratably in dilution of stockholders’ interests in the Company and could depress our stock price.

Our Certificate of Incorporation currently authorizes 50,000,000 shares of common stock, of which 18,406,245 are currently outstanding, and our Board is authorized to issue additional sharesall of our common stock.

Although our Board intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuanceassets which are legally available for distribution, after payment of our capital stock, the future issuance of additional shares of our capital stock would cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a material effect on the market value of the shares.

Further, our shares do not have preemptive rights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.

Our quarterly operating results may fluctuate significantly.

We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors, including:

If our quarterly operating results fall below the expectations of investors or securities analysts, the priceprovision for all liabilities. The holders of our common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.have no preemptive, subscription, redemption or conversion rights.

If we fail to comply with the rules under the Sarbanes-Oxley ActAnti-Takeover Effects of 2002 related to accounting controls and procedures, or if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Our Certificate of Incorporation, Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders.Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware law also couldthe DGCL

Certain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, theour Certificate of Incorporation and our Bylaws and Delaware law, as applicable, among other things:

These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause our market price of our common stock to decline.

Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders, including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Interested Stockholder Transactions. We are subject to Section 203 of the Delaware General Corporation Law, or DGCL, which, subject to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that such stockholder became an interested stockholder. These

Forum Selection

Our Bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) will, to the fullest extent permitted by applicable law and subject to applicable jurisdictional requirements, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring claims, including claims in the right of the Company, (i) that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation and Bylaws will include provisions are expectedthat indemnify, to discourage certain typesthe fullest extent allowable under the DGCL, the personal liability of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire controldirectors or officers for monetary damages for actions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to first negotiate with our Board.directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may delayalso have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or prevent someone from acquiringeliminate our rights, or merging with us,those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which may cause the market price ofindemnification is sought.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock and the valueis VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class of shares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.

If we fail to comply with the continued listing requirements of the NASDAQ Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

On June 5, 2017, we received a written notice (the “June Notice”) from the NASDAQ Stock MarketVStock Transfer, LLC (“NASDAQ”) that we were not in compliance with NASDAQ Listing Rule5550(b)(2), as we did not maintain a minimum market value of listed securities of $35 million for the preceding 30consecutive business days.In accordance with NASDAQ Listing Rule 5810(c)(3)(C), we had a period of180 calendar days, or until December 4, 2017 to regain compliance with themarket value of listed securities requirement. On December 5, 2017, we received a second written notice from NASDAQ which indicated that because we did notregain compliance with themarket value of listed securities requirement by December 4, 2017, our securities would be delisted from NASDAQ on December 14, 2017 unless we request an appeal of such determination on or prior to such date. In accordance with NASDAQ Rules and procedures, on December 12, 2017, we requested an appeal before the NASDAQ Hearings Panel of the determination to delist our securities from The NASDAQ Capital Market. A hearing on this matter is currently scheduled to be held on January 25, 2018. The appeal has the effect of staying the delisting of our securities pending a final written decisions by the NASDAQ Hearings Panel.  Although we have requested an appeal before the Nasdaq Hearings Panel, no assurance can be given that we will be successful in our appeal.

In addition, on September 26, 2017, we received a written notice (the “September Notice”) from NASDAQ that we were not in compliance with NASDAQ Listing Rule 5550(a)(2), as the minimum bid price of our common stock has been below $1.00 per share for 30 consecutive business days. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we have a period of 180 calendar days, or until March 26, 2018, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for at least 10 consecutive business days during this 180 calendar day period. In the event we do not regain compliance by March 26, 2018, we may be eligible for an additional 180 calendar day grace period if we meet the continued listing standards, with the exception of bid price, for the NASDAQ Capital Market, and we provide written notice to NASDAQ of our intention to cure the deficiency during the second compliance period. Although we may effect a reverse stock split of our issued and outstanding common stock in the future, there can be no assurance that such reverse stock split will enable the Company to regain compliance with NASDAQ minimum bid price requirement.(212) 828-8436.

If our appeal with respect to our compliance with the market value of listed securities is not successful and/or we fail to regain compliance with the minimum bid price within the allotted compliance period(s), including any extensions that may be granted by NASDAQ or fail to comply with or other requirements for continued listing, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted. A delisting of our common stock from the NASDAQ Capital Market could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing stockholders.

As of September 30, 2017, we had outstanding warrants to acquire 2,480,605 shares of our common stock and stock options to purchase 3,115,500 shares of our common stock (not including options to purchase an aggregate of 1,380,000 shares of common stock which are subject to approval by TASE and an increase in the common stock reserve pursuant to the Company’s 2017 Consultant Equity Incentive Plan), in addition to the common warrants and pre-funded warrants that we are offering hereunder. The expiration of the term of such options and warrants range from December 2017 to July 2022. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

Risks Related to this Offering

Management will have broad discretion as to the use of the net proceeds from this offering, and we may not use the proceeds effectively.

Our management will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our results of operations or the market value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our products and cause the price of our common stock to decline.

You may incur substantial dilution as a result of this offering and future equity issuance.

Based on our capitalization as of September 30, 2017, purchasers of our securities in this offering will incur immediate dilution. See “Dilution” on page 25 for a more detailed discussion of the dilution you will incur in this offering.

In addition to this offering, subject to market conditions and other factors, we may pursue additional financings in the future, as we continue to build and expand our business. In future years, we will likely need to raise additional capital to finance our operations. Accordingly, we may conduct future offerings of equity or debt securities. The exercise of outstanding options and warrants and future equity issuances will result in dilution to investors. In addition, the market price of our common stock could fall as a result of resales of any of these shares of common stock due to an increased number of shares of common stock available for sale in the market.

The common warrants and pre-funded warrants may not have any value.

The common warrants are exercisable at a price of $[●] and the pre-funded warrants are exercisable at a price of $[●]. In the event that our common stock price does not exceed the foregoing exercise prices during the period when such warrants are exercisable, such warrants may not have any value.

There is no public market for the common warrants or pre-funded warrants to purchase shares of our common stock being offered by us in this offering.

There is no established public trading market for the common warrants and the pre-funded warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the common warrants or pre-funded warrants on any national securities exchange or other nationally recognized trading system, including The NASDAQ Capital Market. Without an active market, the liquidity of the common warrants and pre-funded warrants will be limited.

The common warrants and pre-funded warrants are speculative in nature.

The common warrants and pre-funded warrants do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price, and in the case of common warrants, for a limited period of time. Specifically, commencing on the date of issuance, holders of the common warrants may exercise their right to acquire the common stock and pay an exercise price of $[●] per share, subject to certain adjustments, prior to five years from the date of issuance, after which date any unexercised common warrants will expire and have no further value. Moreover, following this offering, the market value of the common warrants and pre-funded warrants, if any, is uncertain and there can be no assurance that the market value of the common warrants or pre-funded warrants will equal or exceed their imputed offering price. The common warrants and pre-funded warrants will not be listed or quoted for trading on any market or exchange. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the common warrants or pre-funded warrants, and consequently, whether it will ever be profitable for holders of the common warrants or pre-funded warrants to exercise such warrants.

We will need to record additional debt on our balance sheet.

Part of the proceeds of this offering will be used to repay $666,666 in principal amount of promissory notes that we sold to various institutional investors in our October 2017 private placement of securities. After such repayment, the aggregate outstanding principal amounts of the promissory notes sold in our October 2017 private placement of securities will be $666,667 which will be reflected on our 2017 year-end financial statements. The promissory notes were initially due and payable upon the earlier of (a) the closing of this offering or (b) February 28, 2018. We  have received a waiver from all of the holders of the promissory notes such that the remaining aggregate outstanding principal amounts of the promissory notes, or $666,667 shall be due upon the earlier of (x) the closing of our next offering or (y) March 31, 2018. If our next offering does not close by March 31, 2018, we do not expect that we will have sufficient assets to repay such notes and that there will be an event of default thereunder. If there is an event of default, the notes will accrue interest at the rate of 10% per annum. The additional debt could also reduce funds available for working capital and other corporate purposes and make it more difficult for us to find and secure alternative sources of capital to finance our operations.

The securities offered pursuant to this offering will be subject to TASE approval.

New issuances of securities by the Company must be approved by TASE prior to issuance. Accordingly, the securities offered hereby are subject to TASE approval. In the event that the Company does not receive TASE approval for the issuance of the securities offered hereby, the Company may not issue such securities.

In making your investment decision, you should not rely on press releases issued by the Company. You should rely only on statements made in this prospectus in determining whether to purchase our securities.

On November 30, 2017 and December 8, 2017, the Company issued press releases regarding its upcoming participation in the international CES tradeshow in Las Vegas in January 2018, and its intended release of new technology developments at such tradeshow. The Company issued such communication to provide information to customers and interested parties that may be attending the international CES tradeshow regarding a new business development in reliance upon existing securities laws and guidance governing such communications.

The Company has in the past, and may continue to issue press releases in the ordinary course, such as the press release described above, or receive, media coverage, including coverage that is not directly attributable to statements made by our officers and employees. The information in such press releases or coverage should not be considered by prospective investors in making an investment decisions relating to purchasing securities in this offering. Rather, prospective investors should carefully evaluate all of the information in this prospectus, and are cautioned to consider the risks and uncertainties disclosed in this Risk Factors section and elsewhere in this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $[●] million if we sell all of the securities we are offering, based upon the assumed public offering price of $[●] per share of common stock and $[●] per pre-funded warrant, after deducting placement agent fees and estimated offering expenses payable by us. If we sell 75%, 50% or 25% of the maximum amount offered, our net proceeds would be approximately $[●], $[●] or $[●], respectively, after deducting placement agent fees and estimated offering expenses payable by us.

We will receive additional proceeds from the exercise of the prepaid warrants and common warrants issuable in connection with this offering, only if such common warrants are exercised at their exercise price of $[●], or the remaining unpaid $0.001 per share of the pre-paid warrants are to be paid to us, and the holders of such warrants pay such amounts in cash upon such exercise and do not utilize the cashless exercise provision of with respect to the warrants. Such proceeds with respect to the common warrants could not exceed $[●].

We will use the proceeds of the offering to repay $666,666 in principal amount of promissory notes that we sold to various institutional investors in our October 2017 private placement of securities. Such notes were issued at a 10% original issue discount, with no ordinary interest, and were initially due on the earlier of February 28, 2019 or the completion of an equity offering of our securities (of which this offering qualifies). We have received a waiver from all of the holders of the promissory notes such that the remaining aggregate outstanding principal amounts of the promissory notes, or $666,667 shall be due upon the earlier of the closing of our next offering or March 31, 2018.

We will also pay the placement agent an additional $120,000 in fees for its services as the sole placement agent in connection with such October 2017 private placement, of which $60,000 will become due and payable upon the closing of this offering and $60,000 will become due and payable upon the closing of our next offering in accordance with our agreement with the placement agent. Even if we raise less than the maximum amount offered, we will still use the proceeds to repay $666,666 in principal amount of promissory notes and $60,000 in fees payable to the placement agent. See “Plan of Distribution” on page 32.

We intend to use net proceeds from this offering (after the repayment of the aforementioned promissory notes and related fees to the placement agent) for working capital, repayment of trade payables and general corporate purposes. We have not yet determined the amount of net proceeds to be used specifically for any particular purpose or the timing of these expenditures. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities. See “Risk Factors” for a discussion of certain risks that may affect our intended use of the net proceeds from this offering.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot currently allocate specific percentages of the net proceeds that we may use for the purposes specified above, and we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including our ability to obtain additional financing. We may find it necessary or advisable to use the net proceeds for other purposes, and our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

Pending the use of the net proceeds from this offering, we intend to invest the net proceeds in investment-grade, interest-bearing instruments.

DILUTION

If you purchase our securities in this offering, you will experience dilution in the net tangible book value per share of the common stock and/or pre-funded warrants you purchase to the extent of the difference between the combined public offering price per share and related warrant and the net tangible book value per share of our common stock immediately after this offering. The net tangible book value of our common stock on September 30, 2017, was approximately $(492,000), or approximately $(0.027) per share. Net tangible book value per share is equal to the amount of our total tangible assets, less total liabilities, divided by the aggregate number of shares of our common stock outstanding.

After giving effect to the assumed sale by us of [●] shares of common stock and/or pre-funded warrants, and common warrants to purchase up to[●] shares of common stock in this offering at an assumed combined public offering price of $[●] per share and related warrants, or $[●] per pre-funded warrant and related warrants, assuming no value is attributed to the warrants, and such warrants are accounted for and classified as equity, and after deducting the placement agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2017, would have been approximately $[●] , or approximately $[●] per share. This represents an immediate increase in net tangible book value of approximately $[●]  per share to existing stockholders and an immediate dilution of approximately $[●] per share to new investors purchasing shares of our common stock and warrants in this offering. The following table illustrates this per share dilution, assuming no sale of pre-funded warrants:

The following tables illustrate the per share dilution, after giving effect to the assumed sale by us of 75%, 50% and 25% of the maximum offering amount, assuming no sale of pre-funded warrants.

75% of maximum offering amount:

50% of maximum offering amount:

25% of maximum offering amount:

The foregoing tables do not take into account further dilution to new investors that could occur upon the exercise of the warrants offered hereby or outstanding options and warrants having a per share exercise price less than the public offering price per share in this offering.  To the extent that outstanding options or warrants are exercised, or restricted stock units vest and settle, investors purchasing our common stock will experience further dilution.Listing In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

The table and discussion above are based on 18,406,245 shares outstanding as of September 30, 2017 and excludes as of that date:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of December 12, 2017 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

DESCRIPTION OF SECURITIES

Description of Capital Stock

The following description of our common stock summarizes the material terms and provisions of the common stock that we may issue in connection with this offering. It may not contain all the information that is important to you. For the complete terms of our common stock, please refer to our Certificate of Incorporation, as amended and our amended and restated bylaws, which are filed as exhibits to the registration statement which includes this prospectus. The Delaware General Corporation Law (“DGCL”) may also affect the terms of these securities.

Common Stock

On March 22, 2017, we filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. Pursuant to our amended and restated certificate of incorporation we are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share.

The following is qualified in its entirety by reference to our certificate of incorporation, as amended, and our bylaws, and by the provisions of applicable law. A copy of our amended and restated certificate of incorporation was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on March 23, 2017, which is incorporated herein by reference. A copy of our bylaws were filed as Exhibit 3.2 to our Annual Report on Form 10-K filed on March 4, 2016, which is incorporated herein by reference.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a vote of stockholders, and do not have cumulative voting rights. Generally, in matters other than the election of directors, the affirmative vote of a majority of the votes cast authorizes such an action, except where Delaware General Corporation Law prescribes a different percentage of votes or a different exercise of voting power. For the election of directors, directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote. Holders of our common stock are entitled to receive, as, when and if declared by our Board of directors from time to time, such dividends and other distributions in cash, stock or property from our assets or funds legally available for such purposes.

Except as set forth herein, no preemptive, conversion, or other subscription rights apply to our common stock. All outstanding shares of our common stock are fully paid and non-assessable. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets available for distribution.

October 2017 Private Placement

On October 26, 2017, the Company entered into a securities purchase agreement to sell original issue discount non-convertible notes in the aggregate principal amount of approximately $1.33 million and warrants to purchase up to 888,888 shares of the Company’s common stock to certain accredited investors for gross proceeds of $1.2 million. Pursuant to the October 2017 securities purchase agreement, the Company agreed to provide the investors in such financing participation rights in any Subsequent Placements (as defined hereafter). Specifically, until the eighteen month anniversary of the closing date of the transaction, neither the Company nor any of its subsidiaries may issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any convertible securities, any debt or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement is referred to as a “Subsequent Placement”) unless the Company first offers to issue and sell to or exchange with the investors in the October financing such investors’ pro rata portion of 35% of the securities being offered, provided that the number of securities being offered which the investors shall have the right to subscribe for shall be based on each investor’s pro rata portion of the aggregate original principal amount of the notes purchased pursuant to the October financing.

Listing

Our common stock is listed on The NASDAQthe Nasdaq Capital Market under the symbol “MYSZ” and on the TASE under the symbol “MYSZ”.

TransferPLAN OF DISTRIBUTION

We are registering the PIPE Shares and the shares of common stock issuable upon exercise of the Warrants and Placement Agent Warrants to permit the resale of these shares of common stock by the holders of these securities from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock other than proceeds from the cash exercise of the Warrants and RegistrarPlacement Agent Warrants. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the warrants, placement agent warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer agent and registrardonate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for ourpurposes of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is VStock Transfer. Its address is 18 Lafayette Pl, Woodmere, NY 11598.made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Pre-Funded WarrantsUnder the securities laws of some states shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states shares of common stock may not be sold unless such shares of common stock have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

The following summary of certain terms and provisions of pre-funded warrantsThere can be no assurance that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisionsany selling stockholder will sell any or all of the pre-funded warrant, the formshares of which is filed as an exhibitcommon stock registered pursuant to the registration statement, of which this prospectus forms a part. Prospective investors should carefully review the terms

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the form of pre-funded warrant for a complete descriptionExchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the termsExchange Act, which may limit the timing of purchases and conditionssales of the pre-funded warrants.

Exercise Price and Duration. Each pre-funded warrant offered hereby will have an initial exercise price equal to $[●] per share, the difference of (x) the purchase price of one share of our common stock and [●] of a common warrant to purchase one share of common stock being sold in this offering and (y) the nominal value of the exercise price of [●] of a common warrant to purchase one share of common stock being sold in this offering. The Company will receive $[●] of the exercise price per share from the initial holder of the pre-funded warrant as of the closing of this offering, which will be pre-funded to the Company on or prior to the closing of this offering and will include the payment of the nominal value of $0.001 per share of our common stock issuable upon exercise of each pre-funded warrant (each, a “Pre-Funded Prepayment”). As a result of the Pre-Funded Prepayment, only $0.001 of the exercise price will remain unpaid as of the initial issuance date (as adjusted for stock splits, stock dividends, recapitalizations and similar events, each a “Remaining Pre-funded Per Share Amount”). Consequently, upon each exercise of the pre-funded warrant, only the applicable Remaining Pre-funded Per Share Amount of the applicable aggregate exercise price of the pre-funded warrant shall be the remaining unpaid amount that must be satisfied by the holder (whether in cash or by a cashless exercise) to effect an exercise of the pre-funded warrant. For the avoidance of doubt, (a) after giving effect to the applicable Pre-Funded Prepayment, other than the applicable Remaining Pre-funded Per Share Amount, no additional consideration shall be due and payable to effect any exercise of the pre-funded warrant and (b) the applicable Pre-Funded Prepayment is nonrefundable, whether or not the pre-funded warrant is exercised in full. The pre-funded warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants will be issued separately from the accompanying common warrants, and may be transferred separately immediately thereafter.

Exercisability.The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99 % of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s pre-funded warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99% of our outstanding common stock. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Cashless Exercise.  If, at the time a holder exercises its pre-funded warrants, a registration statement registering the issuance of the shares of common stock underlyingby the pre-funded warrants underselling stockholders and any other participating person. Regulation M may also restrict the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuanceability of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the Pre-Funded Prepayment, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forthany person engaged in the pre-funded warrants.

Transferability.Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant to us together with the appropriate instruments of transfer.

Exchange Listing.We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder.Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their pre-funded warrants.

Common Warrants

The following summary of certain terms and provisions of common warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the common warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of common warrant for a complete description of the terms and conditions of the common warrants.

Form.There is no agent for the common warrants or pre-funded warrants. The common warrants and pre-funded warrants will be issued as individual warrant agreements to the investors. The material terms and provisions of the common warrants and pre-funded warrants offered hereby are summarized below.

Exercise Price and Duration. Each common warrant will have an exercise price of $[●] per share (subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events). The Company will receive the nominal value of $0.001 per share from the initial holder of  the common warrant as of the closing of this offering, which will be pre-funded to the Company on or prior to the closing of this offering (as adjusted for stock splits, stock dividends, recapitalizations and similar events, the “Nominal Per Share Amount”, and such prepayment, each, a “Prepayment”). Consequently, upon each exercise of the common warrant, the applicable aggregate exercise price of the common warrant (less the applicable Nominal Per Share Amount) shall be the only remaining unpaid amount of $[●] per share (subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or other similar events) that must be satisfied by the holder (whether in cash or by a  cashless exercise) to effect an exercise of the common warrant. The Prepayment is nonrefundable, whether or not the common warrant is exercised in full. The common warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The common warrants will be issued separately from the common stock, and may be transferred separately immediately thereafter. A common warrant to purchase [●] share of our common stock will be issued for every one share of common stock or pre-funded warrant purchased in this offering.

Exercisability.  The common warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. No fractional shares of common stock will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Cashless Exercise.  If, at the time a holder exercises its common warrants, a registration statement registering the issuancedistribution of the shares of common stock underlyingto engage in market-making activities with respect to the common warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the common warrants.

Transferability.  Subject to applicable laws, a common warrant may be transferred at the optionstock. All of the holder upon surrenderforegoing may affect the marketability of the common warrant to us together with the appropriate instruments of transfer.

Exchange Listing.  We do not intend to list the common warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder.  Except as otherwise provided in the common warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the common warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their common warrants.

Certain Effects of Authorized but Unissued Stock

We have shares of common stock available for future issuance without stockholder approval. We may issue the shares of authorized capital stock for a variety of corporate purposes, including future public or private offerings to raise additional capital or to facilitate corporate acquisitions or for payment as a dividend on our capital stock.

Anti-Takeover Effects of Provisions of Delaware Law

We are subject to the provisions of Section 203 of the DGCL, or Section 203. Under Section 203, we would generally be prohibited from engaging in any business combination with any interested stockholder for a period of three years following the time that this stockholder became an interested stockholder unless:

Under Section 203, a “business combination” includes:

In general, Section 203 defines an interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

Limitation of Liability and Indemnification

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our Certificate of Incorporation and By-Laws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

PLAN OF DISTRIBUTION

Roth Capital Partners, LLC, which we refer to as the placement agent, has agreed to act as the exclusive placement agent in connection with this offering subject to the terms and conditions of a placement agency agreement, dated          , 2017. The placement agent may engage selected dealers to assist in the placement of the shares of our common stock and warrants offered pursuant to this prospectus. The placement agent is not purchasing or selling any shares of our common stock or warrants offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of the shares of our common stock or warrants, but has agreed to use its commercially reasonable “best efforts” to arrange for the sale of all of the shares of our common stock and warrants offered hereby.

We will enter into purchase agreements directly with investors in connection with this offering and we may not sell the entire amount of shares and warrants offered pursuant to this prospectus. The public offering price set forth on the cover page of this prospectus has been determined based upon arm’s-length negotiations between the purchasers and us.

Placement Agent’s Fees and Expenses

We have agreed to pay the placement agent an aggregate cash placement fee equal to 7% of the gross proceeds from the sale of the shares and warrants in this offering.

The following table shows the per share or pre-funded warrant, and total cash placement agent’s fees we will pay to the placement agent in connection with the sale of the shares of our common stock and warrants offered pursuant to this prospectus, assuming the purchase of all of the shares and warrants offered hereby:

Because there is no minimum offering amount required as a condition to closing in this offering, the actual total placement agent fees, if any, are not presently determinable and may be substantially less than the maximum amount set forth above. We have also agreed to reimburse the placement agent for certain of its out-of-pocket expenses in an aggregate amount not to exceed $90,000.

We have also agreed to grant the placement agent a right of first refusal, for 12 months from the date of the placement agency agreement, to act as lead book-running manager for any underwritten public offering, exclusive placement agent or financial advisor in connection with any private offering of securities, and as financial advisor in connection with a sale or similar transaction involving the Company. Any such engagement would be pursuant to a separate agreement that provides for customary fees and other terms and conditions agreed upon between the Company and the placement agent. Such right of first refusal shall not survive if the placement agency agreement is terminated for cause by the Company in accordance with FINRA Rule 5110(f)(2)(D)(ii).

Our obligation to issue and sell the shares and warrants offered hereby to the purchasers is subject to the conditions set forth in the purchase agreements, which may be waived by us at our discretion. A purchaser’s obligation to purchase the shares and warrants offered hereby is subject to the conditions set forth in his or her purchase agreement as well, which may also be waived.

In addition, at the closing of the offering, we will pay the placement agent a fee of $60,000 in connection with our private placement of non-convertible notes and warrants that closed on October 30, 2017, for which it also served as the placement agent. An aggregate of $120,000 of placement agent fees are payable in connection with the October 2017 private placement. Under the terms of our October 2, 2017 engagement letter with the placement agent, such fees were due and payable upon the earlier of (a) the February 28, 2018 maturity date of the notes, and (b) the first offering of our equity securities or any equity-linked or related securities with aggregate gross proceeds of at least $1 million. However, in the placement agency agreement for this offering, we agreed that $60,000 of the fees from our October 2017 private placement shall become due and payable at the closing of this offering, and the balance of such fee, or $60,000, will become due and payable upon the closing of our next public or private offering of securities.

Pursuant to the terms of our October 2, 2017 engagement letter with the placement agent, if we decide to make an offering of our equity, equity-linked or debt securities at any time until the six-month anniversary of the October 2017 private placement (or April 30, 2018), we granted the placement agent the right to act as the exclusive placement agent or lead book-running manager, as applicable, for such offering under a separate agreement containing terms and conditions customary for the placement agent and mutually agreed upon by us and the placement agent.

We currently anticipate that the sale of the shares and warrants offered by this prospectus will be completed on or about             , 2017. We estimate the total offering expenses of this offering that will be payable by us, excluding the placement agent’s fees, will be approximately $           , which includes legal and printing costs, various other fees and reimbursement of the placements agent’s expenses. At the closing, The Depository Trust Company will credit the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the respective accountsshares of the purchasers. We will mail the warrants directly to the investors at the respective addresses set forth in their purchase agreements with us.

Indemnificationcommon stock.

We have agreed to indemnify the placement agent against liabilities under the Securities Act of 1933, as amended. We have also agreed to contribute to payments the placement agent may be required to make in respect of such liabilities.

Lock-up Agreements

We have agreed, subject to certain exceptions, until the earlier of (i) January 10, 2018 and (ii)such time that the Company’s aggregate trading volume on the NASDAQ Capital Market is at least 25,000,000 shares following the public announcementwill pay all expenses of the termsregistration of this offering, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of directly or indirectly any shares of our common stock or any securities convertible into or exchangeable for shares of our common stock either owned as of the date hereof or thereafter acquired without the prior written consent of the placement agent. In addition, our executive officers, directors and Shoshana Zigdon, who beneficially owns approximately 19.02% of our common stock immediately prior to this offering have agreed, subject to certain exceptions, for a period of 90 days after the date of this prospectus, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of our common stock or any securities convertible into or exchangeable for shares of our common stock either owned as of the date hereof or thereafter acquired without the prior written consent of the placement agent. The placement agent may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.

Leak-out Agreements

Until the earlier of (i) January [●], 2018 and (ii) the fifth consecutive trading day during which the VWAP (as defined in the warrants) for each such trading day during such period is equal to or exceeds $[●] per share, each investor either alone or together with its affiliates, in this offering will be limited to selling no more than [●]% of the daily trading volume of the common stock on such trading day, including shares of common stock, estimated to be $50,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or shares of common stock underlying any convertible securities (including any shares of common stock acquirable upon exercise of purchased pre-funded warrants or common warrants). “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any.

Electronic Distribution

This prospectus may be made available in electronic format on websites or through other online services maintained by the placement agent, or by an affiliate. Other than this prospectus in electronic format, the information on the placement agent’s website and any information contained in any other website maintained by the placement agent is not part of this prospectus orOnce sold under the registration statement, of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent, and should not be relied upon by investors.

The foregoing does not purport to be a complete statement of the terms and conditions of the placement agency agreement and purchase agreements. A copy of the placement agency agreement and the form of purchase agreement with the purchasers are included as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find Additional Information” on page 34.

Regulation M Restrictions

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares and warrants sold by it while acting as a principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of our common stock and warrants by the placement agent acting as a principal. Under these rules and regulations, the placement agent:

Passive Market Making

In connection with this offering, the placement agent may engage in passive market making transactions in our common stock on The NASDAQ Capital Market in accordance with Rule 103 of Regulation M promulgated under the Exchange Act during a period before the commencement of offers or sales of the shares of common stock and warrants and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must thenwill be lowered when specified purchase limits are exceeded.

Other

From time to time, the placement agent and its affiliates have provided, and mayfreely tradable in the future provide, various investment banking, financial advisory andhands of persons other services to us andthan our affiliates for which services they have received, and may in the future receive, customary fees. In the course of their businesses, the placement agent and its affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly, the placement agent and its affiliates may at any time hold long or short positions in such securities or loans. Except for services provided in connection with this offering, and except as set forth in this paragraph, the placement agent has not provided any investment banking or other financial services during the 180-day period preceding the date of this prospectus supplement and we do not expect to retain the placement agent to perform any investment banking or other financial services for at least 90 days after the date of this prospectus supplement. As disclosed above, the placement agent acted as the sole placement agent in the private placement of our non-convertible notes and warrants which closed on October 30, 2017, with an aggregate purchase price for such securities of $1,200,000 (excluding the proceeds, if any, from the exercise of the warrants issued in such offering). As discussed above, a placement agent fee of $120,000 became payable as a result of such offering, $60,000 of which will be paid at the closing of this offering on or around            , 2017 and the balance of such fee, or $60,000, will become due and payable upon the closing of our next public or private offering of securities. In addition, we reimbursed the placement agent for $25,000 of legal expenses at the closing of the October 2017 private placement. Furthermore, under the terms of the October 2, 2017 engagement letter, if we decide to make an offering of our equity, equity-linked or debt securities at any time until the six-month anniversary of the October 2017 private placement (or April 30, 2018), we have granted the placement agent the right to act as the exclusive placement agent or lead book-running manager, as applicable, for such offering under a separate agreement containing terms and conditions customary for the placement agent and mutually agreed upon by us and the placement agent.affiliates.

Listing of Common Stock

Our common stock is listed on The NASDAQ Capital Market under the symbol “MYSZ”. 

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Sheppard, Mullin, RichterMcDermott Will & HamptonEmery LLP, New York, New York. CertainIf the securities are distributed in an underwritten offering, certain legal matters with respect to this offering will be passed upon for the placement agentunderwriters by Kelley Drye & Warren LLP, New York, New York.counsel identified in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of My Size, Inc. as of December 31, 2020 and 2019, and for each of the yearyears in the two-year period ended December 31, 20162020, have been incorporated by reference herein and in the registration statement in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of My Size, Inc. as of and forthat uncertainty. The audit report covering the year ended December 31, 2015 have been incorporated by reference herein and2020 financial statements refers to a change in the registration statement in reliance upon the reportmethod of Weinberg & Baer LLC, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.for leases.

Where You Can Find More InformationWHERE YOU CAN FIND MORE INFORMATION

We have filed aThis prospectus is part of the registration statement on Form S-1 we filed with the SEC, coveringunder the securities we are offering by this prospectus. This prospectusSecurities Act, and does not includecontain all of the information containedset forth in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we makea reference is made in this prospectus to any of our contracts, agreements or other documents, the references arereference may not necessarilybe complete, and you should refer to the exhibits filed asthat are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for copiesa copy of the actualsuch contract, agreement or anotherother document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

WeBecause we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and other periodicspecial reports, proxy statements and other information with the Securities and Exchange Commission. You can read our Securities and Exchange CommissionSEC. Our SEC filings including this registration statement,are available to the public over the Internet at the Securities and Exchange Commission’sSEC’s website at www.sec.gov. You may also read and copy any document we file with the Securities and Exchange Commission at its public reference facilities at 100 F Street NE, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 100 F Street NE, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Our Internet address is www.MySizeID.com. There we make available free of charge, on orWe also maintain a web site at www.MySizeID.com, through the investor relations section ofwhich you can access our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission.SEC filings. The information foundset forth on our websiteweb site is not part of this prospectus and investors should not rely on any such information in deciding whether to invest.supplement.

Incorporation of Certain Information by ReferenceINCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information that we incorporate by reference is considered to be part of this prospectus. Because we are incorporating by reference our future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some or all of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded.

This prospectus incorporates by reference the documents listed below and any future filings we will makethat have been previously filed with the SEC under Sections 13(a), 13(c) 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (i) after the date of the initial registration statement and prior to effectiveness of the registration statement, and (ii) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus is a part has been withdrawn:SEC:

Notwithstanding the foregoing,We also incorporate by reference all future documents (excluding information furnished underpursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectus and prior to the termination of the offering.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any Current Report on Form 8-K, includingother document incorporated by reference into this prospectus modifies or supersedes the related exhibits,earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is notaccurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

The information about us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at:at Or Kles, Chief Financial Officer, 3 Arava St. pob 1026,Hayarden 4, Airport City, Israel 701000, telephone number 972-3-600-9030.972-3-600-9030 or by emailing us at ir@mysizeid.com.

My Size, Inc.

MY SIZE, INC.November , 2021

PART II

$2,500,000

Shares of Common Stock

Pre-funded Warrants to Purchase Shares of Common Stock

Common Warrants to Purchase Shares of Common Stock

PROSPECTUS

Roth Capital Partners

                   , 2017

PART II-INFORMATIONINFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance And Distribution

The following table sets forth the fees and expenses, other than placement agent fees and expenses, payable in connection with the registration of the common stock hereunder. All amounts are estimates except the SEC registration fee and the FINRA filing fee.

Item 14. Indemnification of Directors and Officers.

Section 145 (“Section 145”) of the DGCL permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the factDelaware General Corporation Law provides that he or she is or was a director, officer or agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify directors and officers as well as other employees and individuals against expenses (includingincluding attorneys’ fees),fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with suchvarious actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action suitby or proceedingin the right of the corporation, a derivative action, if the person indemnifiedthey acted in good faith and in a manner he or shethey reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe his or hertheir conduct was unlawful. InA similar standard is applicable in the case of an action byderivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or insettlement of such actions, and the right ofstatute requires court approval before there can be any indemnification where the corporation, noperson seeking indemnification may be made with respect to any claim, issue or matter as to which such person shall havehas been adjudged to befound liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 furthercorporation. The statute provides that to the extentit is not exclusive of other indemnification that may be granted by a presentcorporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or former directordisinterested directors or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The foregoing is only a summary of the described sections of the Delaware General Corporation Law and is qualified in its entirety by reference to such sections.otherwise.

The Company’sOur Certificate of Incorporation and Bylaws provide that it shallwe will indemnify each of its officers and directorshold harmless, to the fullest extent permitted by Section 145.145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

The Company’s CertificateDelaware General Corporation Law permits a corporation to provide in its certificate of Incorporation providesincorporation that no current or formera director of the Companycorporation shall not be personally liable to itthe corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption fromfor liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.for:

In addition to the foregoing, the Company maintains directors and officers liability insurance to cover risk exposure for its directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to My Size’s directors, officers andoffices or controlling persons of ours, pursuant to the foregoing provisions, or otherwise, My Size haswe have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantus of expenses incurred or paid by a director, officer or controlling person of the registrantours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered the registranthereunder, we will, unless in the opinion of itsour counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itus is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities.

The Company hasWe sold the securities described below within the past three years which were not registered under the Securities Act. Unless otherwise indicated, all of the sales listed below were made

In January 2019, we entered into a consulting agreement with a consultant pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D thereunder.

From Januarywhich we agreed to February 2016, the Company issued convertible debt in the form of notes which were convertible into an aggregate of 985,712 shares of the Company’s common stock and warrantsissue a warrant to purchase up to 985,7123,334 shares of the Company’sour common stock for gross proceeds in the amount of $3,450,000. The issuanceupon execution of the securities was deemedagreement and a further warrant to be exemptpurchase 6,667 shares of our common stock. The warrants are exercisable at $15.00 per share and have a term of 12 months from the registration requirementsdate of the Securities Act by virtue of Regulation S as a transaction by an issuer outside of the United States.issuance.

From March to May 2016, the Company issued convertible debt in the form of notes which were convertible into an aggregate of 301,427 shares of the Company’s common stock and warrants to purchase up to 301,427 shares of the Company’s common stock for gross proceeds in the amount of $1,055,000. The issuance of the securities was deemed to be exemptfrom the registration requirements of the Securities Act by virtue of Regulation S as a transaction by an issuer outside of the United States.

On June 10, 2016, the Company issued 1,528,687 shares of common stock in exchange for $5,350,000 of convertible loans, in accordance with a convertible loan agreement.

On July 14, 2016, the Company converted $8,405,000 of the Company’s convertible debt in the form of notes into an aggregate of 2,401,523 shares of the Company’s common stock at a price of $3.50 per share.

On September 7, 2016, the Company issued an aggregate of 562,998 shares of common stock, and two-year options to purchase up to 562,998 shares of common stock with an exercise price of NIS 18 per share upon the conversion of an aggregate of $1,970,500 of convertible loans. On July 14, 2016, the Company’s board of directors resolved to act according to the provisions of the convertible loan agreements which were signed by the Company and to carry out an automatic conversion of the loans into Company shares subject to its receipt of the consideration and the approvals required by law. The Company issued the shares for the convertible loans the allotment of which had been approved by the stock exchange and the consideration for which had been received. As of December 31, 2016, the Company issued 2,091,566 shares for convertible loans received by it in the sum of $7,320.

On February 13, 2017, the CompanyJanuary 15, 2020, we entered into a securities purchase agreement with an accredited investor. On February 22, 2017, the Company and the investor consummated the transactions contemplated by the securities purchase agreementseveral institutional investors pursuant to which the investor acquired from the Company 200,000 shareswe agreed to sell and issue, in a registered direct offering, 514,801 of the Company’s common stock and warrants to purchase up to 250,000 shares of the Company’s common stock for $200,000.

On August 16, 2017, the Company entered into a securities purchase agreement with two investors pursuant to which the Company sold an aggregate of 250,000our shares of common stock at a purchase price per share of $1.00$3.885 for aggregate gross proceeds of approximately $2.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by us. In a concurrent private placement, we also agreed to sell and issue to the investors warrants to purchase up to 514,801 shares of our common stock. The warrants are immediately exercisable and will expire five and one-half years from issuance at an exercise price of $3.76 per share.share, subject to adjustment as set forth therein.

In June 2020, we entered into a consulting agreement with a consultant pursuant to which we agreed upon the three-month anniversary of the agreement to issue a warrant to purchase up to 7,500 shares of our common stock. The warrants are exercisable at $1.30 per share and have a term of 18 months from the date of issuance.

In May 2021, we entered into an agreement with a consultant pursuant to which we agreed to issue warrants to purchase an aggregate of 100,000 shares of common stock, 50,000 of which are exercisable at $1.50 per share and 50,000 of which are exercisable at $2.00 per share, in each case exercisable until December 31, 2022. In addition, in June 2021, we entered into an agreement with a consultant pursuant to which we agreed to issue warrants to purchase 50,000 shares of common stock at an exercise price of $1.50 per share exercisable until December 31, 2022.

On August 16, 2017, the CompanyMay 26, 2021, we entered into a securities purchase agreementthe Amendment to the Purchase Agreement with an investorShoshana Zigdon, pursuant to which the investor will purchase 530,000we issued 2,500,000 shares of the Company’s common stock at $1.00 per shareto Ms. Zigdon in separate installments. The investor has issued a guarantee note issued by Trade Bancorp in the amount of $530,000 in favor of the Company. In the event that the investor does not fulfil its obligation to purchase 530,000 shares of the Company’s common stock pursuant to the securities purchase agreement, the Company may call the guarantee note; provided, however, the guarantee note expires on November 13, 2017.private placement.

On October 26, 2017,2021, we entered into the RD Purchase Agreements with the Purchasers, pursuant to which the Company agreed to sell and issue in the RD Offering an aggregate of 2,514,800 RD Shares, and, in a concurrent private placement, an aggregate of 1,886,100 RD Warrants, at an offering price of $1.352 per share and associated warrant. In addition, we entered into a securities purchase agreementthe PIPE Purchase Agreements with the Purchasers pursuant to which we agreed to sell originaland issue discount non-convertible notesin a PIPE Offering an aggregate of 3,772,208 PIPE Shares, an aggregate of 2,829,156, at the same purchase price as in the aggregate principal amountRD Offering. The Offerings closed on October 28, 2021. The Warrants are immediately exercisable and expire five years from issuance at an exercise price of approximately $1.33 million$1.26 per share, subject to adjustment as set forth therein. The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants.

The securities above were offered and warrantssold pursuant to purchase up to 888,888 sharesan exemption from the registration requirements under Section 4(a)(2) of the Company’s common stock to certain accredited investors for gross proceeds of $1.2 million.Securities Act since, among other things, the transactions did not involve a public offering.

Item 16. Exhibits and Financial Statement Schedules.

(a)     The exhibits listed under the caption “Exhibit Index” following the signature page are filed herewith or incorporated by reference herein.

(b)     Financial Statement Schedules

No financial statement schedules are provided because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

Item 17.  Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for fling on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Airport City, State of Israel, on December 19, 2017.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

EXHIBIT INDEX

(b) Exhibits

* filed herewith.

All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the consolidated financial statements and related notes thereto.